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CLK Cityblock

13.00
0.00 (0.00%)
09 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Cityblock LSE:CLK London Ordinary Share GB0033272237 ORD 0.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 13.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Final Results

24/09/2004 9:51am

UK Regulatory


RNS Number:2981D
CityBlock PLC
24 September 2004







                               CITYBLOCK PLC

                     ANNUAL REPORT AND FINANCIAL STATEMENTS

                        FOR THE PERIOD ENDED 31 MARCH 2004



HIGHLIGHTS OF THE PERIOD





     *  5 March 2003        Company formed as Easyroad Limited.


     *  4 April 2003        Company re-registered as a plc.


     *  29 July 2003        Acquisition of Cityblock Holdings Limited and admission to

                            AIM.


     *  1 October 2003      CityBlock 1 project completed on time and within budget. Student
                            residence element fully let and commercial element let to
                            Printing.Com, recently listed on AIM.


     *  September 2003      Commencement of construction of CityBlock 2.



                         MANAGING DIRECTOR'S STATEMENT

                       For the period ended 31 March 2004



Introduction



These are the first annual results since the shares of the Company were admitted
to AIM and I would like to take this opportunity to welcome all of our new
shareholders.



The Board is committed to maintaining a good relationship with all investors and
realising their expectations for the growth of the Group. We have had a
successful year and look forward to the future with confidence.



Property Developments



In September 2003 a new concept in student living was introduced to the North
West of England when students moved into the first CityBlock development in the
heart of Lancaster city centre. The ground floor of the development was let to
Printing.Com at the same time. Through building a good relationship with the
site contractors the development was completed on time and within budget.



By October 2004 the Group's second development, also within Lancaster, will be
ready for another seventy-seven students plus commercial tenants. Eighty per
cent of the student lets have been taken up and half of the ground floor has
been let to Subway, the fast food chain. We anticipate that all rooms will be
let by the start of the new academic year in October.



In order to continue and sustain the Group's growth additional development sites
are being sought. Negotiations for the acquisition of a site in Manchester are
moving forward and discussions are continuing with a view to possible property
acquisitions in Edinburgh, Durham and Bradford.



Financial performance



Excluding goodwill amortisation the Group incurred an operating loss of #31,556
for the period ended 31 March 2004. This was expected as it was a start-up
period and lettings did not commence until 1 October 2003. Profitability will
improve as additional developments are completed and let.



I am pleased to report that the returns achieved to date by the first CityBlock
development in Lancaster are in line with forecasts.



Customer focus



By placing our customers at the centre of our thinking we are able to
differentiate ourselves from larger volume players in the student housing
market. We pride ourselves on building excellent relationships with all of our
student residents, and offer a twenty-four hour welfare line dedicated to
resolving any problems our residents may face during their time with CityBlock.



We are committed to finding out more about our customers and place great
emphasis on effective market research in order to identify their requirements,
aspirations and needs. Examples of this are the introduction of a broadband
internet connection in every room in CityBlock and the unique studio apartments
under construction at the Group's second Lancaster site.



Developing partnerships



By developing links with the housing departments of local universities we have
been able to increase the referrals

from these sources. The Group has also entered into head-lease agreements to
secure additional lettings.



Student marketing



The creation of a resident's privilege card allowing the cardholder a range of
discounts at many outlets in the locality has given the Group an ideal platform
upon which to develop the CityBlock name as a national student lifestyle brand.



We are planning to bypass the traditional routes to the student market and
provide product placement opportunities directly into student rooms through the
placing of an introductory box containing free gifts, products and leaflets from
participating sponsors.



A service offering students a range of discounts, vouchers and giveaways in
return for a subscription is planned for launch before the end of 2004.
Subscribers will be able to log on to a reward website to cash in their credits
for print-off vouchers.



On the horizon



The next year will see our continued evolution as not only a provider of
quality, contemporary accommodation, but as a recognised student brand.  The
development of the reward scheme will see the CityBlock brand become synonymous
not only with student living, but with student life.





Trevor Bargh

Managing Director



24 September 2004





For further information contact:-



Trevor Bargh                    CityBlock plc                   01524 846847
David Youngman                  W.H. Ireland Ltd.               0161 832 2174



                      CONSOLIDATED PROFIT AND LOSS ACCOUNT

                       For the period ended 31 March 2004


                                                                          Period ended        Period ended
                                                                              31 March            31 March
                                                                                  2004                2004
                                                                             excluding           including
                                                                              goodwill            goodwill
                                                                          amortisation        amortisation



                                                                             #                   #
                                                                Note

Turnover                                                           1        56,103              56,103

Administrative expenses                                                     (87,659)            (87,659)
Goodwill amortisation                                                       -                   (37,288)

Operating loss                                                     2        (31,556)            (68,844)

Interest receivable                                                3        11,337              11,337
Interest payable                                                   4        (41,525)            (41,525)


Loss on ordinary activities before taxation                                 (61,744)            (99,032)

Tax on loss on ordinary activities                                 6        -                   -


Loss for the period                                                         (61,744)            (99,032)


Loss per share (pence)
Basic                                                              9                                     (.60p)
Adjusted basic                                                     9                                     (.37p)



All of the activities of the Group are classed as continuing.


                   CONSOLIDATED STATEMENT OF TOTAL RECOGNISED

                                GAINS AND LOSSES



                       For the period ended 31 March 2004


                                                                              Period ended        Period ended
                                                                                  31 March            31 March
                                                                                      2004                2004
                                                                                 including           including
                                                                                  goodwill            goodwill
                                                                              amortisation        amortisation



                                                                             #                  #

Loss for the period                                                        (61,744)            (99,032)

Unrealised surplus on revaluation of                                       103,181             103,181
properties


Total recognised gains and losses relating to the                          41,437              4,149
period




                           CONSOLIDATED BALANCE SHEET



At 31 March 2004


                                                                                               2004

                                                               Note                            #

Fixed assets
Intangible assets                                                10                            1,081,365
Tangible assets                                                  11                            2,150,912

                                                                                               3,232,277


Current assets
Debtors                                                          13
Cash at bank and in hand
                                                                                               291,134

                                                                                               340,264

Creditors: amounts falling due within one year                   14                           (361,656)

Net current liabilities                                                                        (21,392)

Total assets less current liabilities                                                         3,210,885

Creditors: amounts falling due after more than one year          15                          (1,188,517)


Net assets                                                                                     2,022,368

Capital and reserves
Called up share capital                                          17                            109,210
Share premium account                                            18                            1,909,009
Revaluation reserve                                              18                            103,181
Profit and loss account                                          18                            (99,032)


Shareholders' funds                                              18                            2,022,368




Approved by the Board of Directors on 24 September 2004 and signed on its behalf
by:





M J Higginson
Executive Chairman




                             COMPANY BALANCE SHEET

                                At 31 March 2004


                                                                                                   2004
                                                                  Note                                #

Fixed assets
Investments                                                         12                        1,365,294


Current assets
Debtors                                                             13                        491,833
Cash at bank and in hand                                                                      169,511


                                                                                              661,344
Creditors: amounts falling due within one year                      14                        (5,608)


Net current assets                                                                            655,736


Net assets                                                                                    2,021,030


Capital and reserves
Called up share capital                                             17                        109,210
Share premium account                                               18                        1,909,009
Profit and loss account                                             18                        2,811


Shareholders' funds                                                 18                        2,021,030




Approved by the Board of Directors on 24 September 2004 and signed on its behalf
by:





M J Higginson

Executive Chairman




                        CONSOLIDATED CASH FLOW STATEMENT

                       For the period ended 31 March 2004


                                                                                         Period ended
                                                                                            31 March
                                                                                                2004
                                                             Note                                  #

Net cash inflow from operating activities                     19a                            195,250

Returns on investments and servicing of finance
Interest received                                                       11,337
Interest payable                                                       (41,525)


Net cash outflow for returns on investments and servicing                                    (30,188)
of finance

Capital expenditure and financial investments
Purchase of tangible fixed assets                                   (1,014,419)


Net cash outflow for capital expenditure                                                     (1,014,419)

Acquisitions and disposals

Cash acquired with subsidiary undertakings                             4,798


Net cash inflow from acquisitions and disposals                                              4,798

Financing                                                      19b
Issue of shares (net of expenses)                                      652,925
Increase in debt                                                       482,768
                                                                                             1,135,693


Increase in cash in the period                                                               291,134


Reconciliation of net cash flow to                             19c

movement in net debt

Increase in cash in the period                                                               291,134
Cash inflow from increase in debt                                                            (482,768)
Loans acquired with subsidiaries                                                             (725,000)


Movement in net debt in the period                                                           (916,634)
Net debt at 5 March 2003                                                                     -


Net debt at 31 March 2004                                                                    (916,634)






                   STATEMENT OF PRINCIPAL ACCOUNTING POLICIES



The financial statements have been prepared in accordance with applicable United
Kingdom accounting standards and under the historical cost convention as
modified by the revaluation of certain fixed assets.



Basis of consolidation



The Group financial statements consolidate those of the Company and of its
subsidiary undertakings drawn up to 31 March 2004. Profits or losses on
intra-Group transactions are eliminated in full. On the acquisition of a
subsidiary, all of the subsidiary's assets and liabilities which exist at the
date of acquisition are recorded at their fair values reflecting their condition
at that date. Acquisitions are dealt with by the acquisition method of
accounting.



Accordingly, the Group profit and loss account and statement of cashflows
include the results and cash flows of its subsidiaries from the date of
acquisition to the period end.



The Company acquired Cityblock Holdings Limited, Cityblock Development Limited
and Cityblock Lettings Limited on 29 July 2003 and the consolidated profit and
loss account reflects the trading of these subsidiaries since that date.



Going concern



The financial statements have been prepared on a going concern basis.



Goodwill



Goodwill arising on consolidation, representing the fair value of the
consideration given over the fair values of the identifiable net assets
acquired, is capitalised and amortised on a straight line basis over its
estimated useful economic life of 20 years. It is reviewed for impairment at the
end of the first full financial year following the acquisition and in other
periods if events or changes in circumstances indicate that the carrying value
may not be recoverable.



Investments



Investments are included at cost less amounts written off.



Revenue recognition



Turnover comprises rental income, excluding VAT, due in respect of the
accounting period. Income from each tenancy is recognised evenly over the period
to which the tenancy relates.



Tangible fixed assets and depreciation



All fixed assets are initially recorded at cost. The carrying value of tangible
fixed assets are reviewed for impairment in periods if events or changes in
circumstances indicate that the carrying value may not be recoverable.



Depreciation is provided annually on a straight line basis calculated to write
off the cost of tangible fixed assets, less estimated residual value, over their
estimated useful lives. The principal rates in use are:


Fixtures and fittings - 10%


Freehold land is not depreciated.




Investment properties



Investment properties are shown at their open market value.  The surplus or
deficit arising from the annual revaluation is transferred to the revaluation
reserve unless a deficit, or its reversal, on an individual investment property
is expected to be permanent, in which case it is recognised in the profit and
loss account for the year.



This is in accordance with Statement of Standard Accounting Practice 19 which,
unlike Schedule 4 to the Companies Act 1985, does not require depreciation of
investment properties. Investment properties are held for their investment
potential and not for use by the Company and so their current value is of prime
importance. The departure from the provisions of the Act is required in order to
give a true and fair view.



Deferred taxation



Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay more,
or a right to pay less or to receive more, tax, with the following exceptions:



*         provision is made for tax on gains arising from the revaluation (and
similar fair value adjustments) of fixed assets, and gains on disposal of fixed
assets that have been rolled over into replacement assets, only to the extent
that, at the balance sheet date, there is a binding agreement to dispose of the
assets concerned.  However, no provision is made where, on the basis of all
available evidence at the balance sheet date, it is more likely than not that
the taxable gain will be rolled over into replacement assets and charged to tax
only where the replacement assets are sold;.



*         deferred tax assets are recognised only to the extent that the
directors consider that it is more likely than not that there will be suitable
taxable profits from which the future reversal of underlying timing differences
can be deducted.



Deferred tax is measured on an undiscounted basis at the tax rates that are
expected to apply in the periods in which timing differences reverse, based on
tax rates and law enacted or substantively enacted at the balance sheet date.



Pensions



The group has no pension scheme arrangements for any of its staff, including the
Directors.








                       NOTES TO THE FINANCIAL STATEMENTS



                       For the period ended 31 March 2004







1.           Turnover



Turnover is derived wholly from the Group's ordinary activities, stated net of
VAT.



The source and destination of all the Group's turnover and operating loss was
the United Kingdom.  All net assets are based in the United Kingdom.



2.           Operating loss



Operating loss is stated after charging:
                                                                                                 Period ended

                                                                                                     31 March

                                                                                                         2004

                                                                                                            #

Auditors' remuneration
- as auditors                                                                                           6,500
- other services                                                                                        6,709
Directors' emoluments (see note 5)                                                                          -
Depreciation of owned tangible fixed assets                                                             5,816
Amorisation of goodwill                                                                                37,288




Auditors' remuneration in respect of the Company was #2,750.



3.           Interest receivable


                                                                                                 Period ended
                                                                                                     31 March
                                                                                                         2004
                                                                                                            #

Bank interest receivable                                                                               11,337






4.           Interest payable


                                                                                                 Period ended
                                                                                                     31 March
                                                                                                         2004
                                                                                                            #

Bank interest payable                                                                                  41,525







5.           Directors and employees



No remuneration was paid or is payable to any employees (including the
Directors) for the period.



The average number of employees of the Group during the period was as follows:


                                                                                                       Number

                                                                                                         2004

Directors                                                                                                   3
Administration                                                                                              -


                                                                                                            3




6.           Tax on loss on ordinary activities



No tax charge arises due to losses made in the period.  The Group has estimated
tax losses arising in the UK of #119,600 that are available for offset against
future taxable profits. No provisions for deferred tax have been made since tax
losses exceed all other timing differences. An analysis of tax charged in the
year follows.



a) Tax on loss on ordinary activities
                                                                                                 Period ended
                                                                                                     31 March

                                                                                                         2004

                                                                                                     #
Current tax
UK Corporation tax                                                                                          -

Deferred tax
Group deferred tax                                                                                          -


Tax on loss on ordinary activities                                                                          -




Continued page 22




Tax on loss on ordinary activities (note 6 continued)



b) Factors affecting the tax charge for the year



The tax assessed on the loss on ordinary activities for the period is lower than
the standard rate of UK corporation tax of 30%. The differences are explained
below:
                                                                                                 Period ended
                                                                                                     31 March
                                                                                                         2004
                                                                                           #

Loss on ordinary activities before taxation                                                        (99,032)



                                                                                                 Period ended
                                                                                                     31 March
                                                                                                         2004
                                                                                           #
Loss on ordinary activities before taxation multiplied by the standard
rate of UK corporation tax of 30%
                                                                                              (29,710)

Effects of:
Capital allowances in excess of depreciation                                                  (9,941)
Goodwill amortisation and impairment not deductible for tax purposes                          11,186
Adjustment for lower rate of corporation tax                                                  (843)
Expenses not deductible for corporation tax purposes                                          86
Losses arising in the period not relievable against current tax                               29,222


Total current tax for the year                                                                -




c) Factors that may affect future tax charges



The Group is not recognising any deferred tax assets in the financial statements
due to the uncertainty of their future use. The deferred tax asset not provided
in the accounts as at 31 March 2004, calculated at a rate of 30%, is #25,939.



A potential tax liability of #31,000 exists if the Group's properties were to be
disposed of at the amounts they are carried at in the balance sheet at 31 March
2004. No provision has been made in these accounts for this liability on the
basis that it is not anticipated that this liability will crystallise in the
near future.



7.           Dividends



There were no dividends paid or payable during the period.



8.           Loss for the period



The Company has taken advantage of section 230 of the Companies Act 1985 and has
not included its own profit and loss account in these financial statements. The
profit of the Company for the period was #2,811 which is dealt with in the
financial statements of the Company.






9.           Earnings per share



The calculation of basic loss per share is based on the loss attributable to
ordinary shareholders of #99,032 divided by the weighted average of 16,551,362
ordinary shares in issue during the period. The adjusted basic loss per share is
calculated as the loss attributable to ordinary shareholders, after adding back
goodwill amortisation of #37,288, divided by the weighted average of 16,551,362
shares in issue during the period.



The Directors have chosen to present the adjusted loss per share as they believe
it will present a better indicator of the performance of the Group.
                                                                                                 Period ended
                                                                                                     31 March
                                                                                                         2004
                                                                                              pence per share


Basic loss per share                                                                                    (.60)
Amortisation of goodwill                                                                                (.23)


Adjusted basic loss per share                                                                           (.37)




As the Group has incurred a loss for the period, no options or warrants are
potentially dilutive, and hence the basic and diluted loss per share are the
same (on both an adjusted and unadjusted basis).



10.        Intangible fixed assets
                                                                                               Goodwill on
                                                                                             consolidation
                                                                                         #
Group
Cost
Additions                                                                                        1,118,653


At 31 March 2004                                                                                 1,118,653


Amortisation
Provided in the period                                                                              37,288


At 31 March 2004                                                                                    37,288


Net Book Value
At 31 March 2004                                                                                 1,081,365




The goodwill arising on the acquisition of Cityblock Holdings Limited on 29 July
2003 has been reviewed for impairment. No provision for impairment is considered
necessary for the period.










11.        Tangible fixed assets
                                           Freehold
                                         Investment       Capital Work          Fixtures
                                                           In Progress
                                           Property                         and fittings             Total
                                                                     #
                                                  #                                    #                 #
Group

Cost or valuation
On acquisition                                    -        1,039,128                   -         1,039,128
Additions                                         -           956,261             58,158         1,014,419
Transfers on completion                   1,019,476         (1019,476)                 -                 -
Revaluation                                 103,181                  -                 -           103,181


At 31 March 2004                          1,122,657          975,913              58,158         2,156,728


Depreciation
Charge for the period                             -                  -             5,816             5,816


At 31 March 2004                                  -                  -             5,816             5,816


Net Book Value
At 31 March 2004                          1,122,657         975,913               52,342         2,150,912



The freehold investment property was formally valued on 24 December 2002
assuming completion of the development then in progress and the benefit of the
likely income stream. The valuers were Sanderson Weatherall, Chartered
Surveyors. The valuation was informally reviewed by the valuers on 1 October
2003 and no amendment was considered necessary. In the view of the Directors the
valuation at 31 March 2004 would not have been materially different from those
obtained earlier from the valuers.



Properties completed at the accounting date are included in the accounts at
their open market value. Properties in the course of construction at the
accounting date are included at cost.



12.        Fixed asset investments
                                                                            Shares in group
                                                                               undertakings
                                                                                                        Total
                                                                                          #
                                                                                                            #
Company

Cost
Additions                                                                         1,365,294         1,365,294
Amounts written off investments                                                           -                 -


At 31 March 2004                                                                  1,365,294         1,365,294




Continued page 25




Fixed asset investments (note 12 continued)



At 31 March 2004 the Company held the entire issued ordinary share capital of
the following companies registered in England and Wales:


Company                            Principal Activity


Cityblock Holdings Limited         Dormant Holding Company for Cityblock Development Limited and Cityblock
                                   Lettings Limited


Cityblock Development Limited      The development of commercial and residential properties for letting by
                                   other Group Companies.


Cityblock Lettings Limited         The letting of student residences and commercial property.



The profit/(loss) after tax for each of the subsidiaries prior to their
acquisition on 29 July 2003, and in their preceding financial periods is shown
below.


Company                                      Commencement of
                                        accounting period of
                                                 acquisition     Profit / (loss) to     Profit / (loss) in
                                                                   acquisition date       preceding period
                                                           #                      #                      #

Cityblock Holdings Limited                      1 April 2003                   #Nil                   #Nil
Cityblock Development Limited                   1 April 2003              (#11,217)              (#12,142)
Cityblock Lettings Limited                      1 April 2003                   #Nil                   #Nil



The consideration for the purchase of subsidiary undertakings completed during
the period comprised shares in the Company. Further details of the acquisition
are set out below.

29 July 2003 - acquisition of Cityblock Holdings Limited
                                                                                                         #
Net assets acquired
Tangible fixed assets                                                                           1,039,128
Debtors                                                                                             40,204
Cash at bank and in hand
                                                                                                    4,798
Creditors                                                                                        (112,489)
Bank loans                                                                                       (725,000)


                                                                                                  246,641

Goodwill                                                                                       1,118,653


                                                                                               1,365,294




The values of the assets and liabilities shown represent both the book values
and the fair values.



The consideration was satisfied by the issue of 11,377,447 ordinary shares of
0.5 pence each at a value of 12 pence per share.




13.        Debtors
                                                                                    31 March         31 March

                                                                                        2004             2004

                                                                                       Group          Company

                                                                                           #                #

Trade debtors                                                                          1,100                -
Amounts owed by group undertakings                                                         -          491,833
Other debtors                                                                         39,586                -
Prepayments and accrued income                                                         8,444                -


                                                                                      49,130          491,833



The debtors above include the following which falls due for
payment after more than one year:


for payment after more than one year:


Prepayments and accrued income                                                           7,743                -



14.        Creditors: amounts falling due within one year
                                                                                    31 March         31 March
                                                                                        2004             2004
                                                                                       Group          Company
                                                                                           #                #

Bank loans                                                                            19,251                -
Trade creditors                                                                      262,530            2,203
Other creditors                                                                        5,520                -
Accruals and deferred income                                                          74,355            3,405


                                                                                     361,656            5,608




15.        Creditors: amounts falling due after more than one year
                                                                                    31 March         31 March
                                                                                                         2004
                                                                                        2004
                                                                                                      Company
                                                                                       Group
                                                                                                            #
                                                                                           #

Bank loans                                                                         1,188,517                -




Continued page 27




Creditors: amounts falling due after more than one year (note 15 continued)



Bank loans are repayable as follows:
                                                                                    31 March        31 March

                                                                                        2004            2004

                                                                                       Group         Company

                                                                                           #               #

Within one year                                                                       19,251               -
After one and within two years                                                        49,936               -
Between two and five years                                                           199,348               -
After five years                                                                     939,233               -


                                                                                   1,207,768               -




The Group negotiates facilities from Yorkshire Bank plc on a project by project
basis. Funds are advanced as overdrafts whilst properties are in the course of
construction. On completion the finance then outstanding is transferred to a
loan repayable by instalments over a 15 year period. During the first year of
the loan term repayments comprise interest only. Interest is charged on bank
borrowings at the Yorkshire Bank plc base rate plus 1.25%. At the balance sheet
date no capital repayments had been made in respect of any sums advanced to the
Group by its bankers.



Bank loans are secured as follows:

-                Legal mortgages over the Group's freehold land and buildings.

-                Debentures giving a fixed and floating charge over the assets
of all the Group Companies.

-                Unlimited cross guarantees from all Group Companies.

-                Collateral warranties from the Directors.



16.        Financial instruments



The Group's financial instruments comprise borrowings, some cash and liquid
resources, and various items, such as trade debtors and trade creditors, that
arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the Group's operations.



The Group has not entered into any derivative transactions during the period
under review. As permitted by FRS13 short term debtors and creditors have not
been included in this note. The Directors are of the opinion that the fair
values of financial assets and financial liabilities are not materially
different from their book values. Financial liabilities and assets are
denominated in sterling.



Interest rate risk



The Group has financed its operations to date through a mixture of equity
finance and bank borrowings. Bank borrowings are long term (15 years) at
floating rates of interest.



Liquidity risk



The Group policy, to ensure continuity of funding, is to match bank borrowings
with the returns expected from the related investments. This requires long term
borrowings and at 31 March 2004 debt repayable after five years accounted for
77.8 per cent of the total bank borrowings at that date. The Group has no
overdraft facility.



Continued page 28



Financial instruments (note 16 continued)



Financial liabilities



The maturity profile of the Group's financial liabilities is as follows:
                                                                                         Debt            Total

                                                                                            #                #
At 31 March 2004

Within one year                                                                        19,251           19,251
Between 1 and 2 years                                                                  49,936           49,936
Between 2 and 5 years                                                                 199,348          199,348
After 5 years                                                                         939,233          939,233


                                                                                    1,207,768        1,207,768




The financial liabilities attract interest at a variable rate of 1.25 per cent
over the Yorkshire Bank plc base rate.



At 31 March 2004 the Group had undrawn but committed borrowing facilities of
#1,787,232, which expire after more than five years.



17.        Called up share capital



Authorised


                                                                                     31 March         31 March
                                                                                                          2004
                                                                                         2004
                                                                                                             #
                                                                                       Number

Ordinary shares of 0.5p each                                                       40,105,400          200,527
Redeemable preference shares of #1                                                     49,473           49,473




Allotted, called up and fully paid


                                                                                   31 March         31 March
                                                                                                        2004
                                                                                       2004
                                                                                                        #000
                                                                                     Number

Ordinary shares of 0.5p each                                                     21,842,097          109,210




The following changes in the share capital occurred during the period.



On incorporation the company had an authorised share capital of #1,000 divided
into 1,000 ordinary shares of #1 each of which one subscriber share was issued
for cash consideration.



Continued page 29




Called up share capital (note 17 continued)



On 3 April 2003 the Company sub-divided its existing authorised share capital,
whether issued or unissued, into 20,000,000 ordinary shares of 0.005p each. The
authorised share capital was then increased to #100,000 by the creation of
990,540,000 ordinary shares of 0.005p each and 49,473 redeemable preference
shares of #1 each.





On 3 April 2003 the company issued 10,520,000 ordinary shares of 0.005p each at
par value for cash consideration, and 49,473 redeemable shares of #1 each. One
quarter of each of the redeemable shares was paid up.




On 20 May 2003 the company issued 14,000,000 ordinary shares of 0.005p each at
5p per share under an offer for subscription. Following the closure of the offer
for subscription the Company made a bonus issue of 40 ordinary shares for every
ordinary share then held by way of capitalising part of the share premium
account. Following the bonus issue the company consolidated every 100 ordinary
shares of 0.005p into one ordinary share of 0.5p each.



The redeemable preference shares of #1 each were fully paid up following the
closing of the offer for subscription, on 20 May 2003, and were redeemed at par
by the Company on 23 May 2003 out of the proceeds of the offer for subscription,
and subsequently cancelled.





On 29 July 2003 the authorised share capital was increased to #250,000 by the
creation of 30,000,000 additional ordinary shares of 0.5p each.





On 29 July 2003 the company issued 218,750 ordinary shares of 0.5p each at 48p
per share for cash consideration. In addition the company issued 11,561,947
ordinary shares of 0.5p each at 12p per share. Of these shares the consideration
for 184,500 ordinary shares of 0.5p each was the equivalent cash value of legal
services provided by the Company lawyers, Wacks Caller. The consideration for
the remaining 11,377,447 ordinary shares of 0.5p each was the acquisition of the
entire issued share capital of Cityblock Holdings Limited (formerly Cityblock
Limited) - see note 12.




18.        Reserves and reconciliation of movements in shareholders' funds


                                                    Share
                                    Share         premium       Revaluation        Profit and
                                  Capital         account           Reserve      loss account             Total
                                        #               #                 #                 #                 #

Group

Issue of share capital             60,130     2,132,830                   -     -                 2,192,960
Issue costs                             -     (174,741)                   -     -                 (174,741)
Bonus issue                        49,080     (49,080)                    -     -                 -
Revaluation in the period               -     -                     103,181     -                 103,181
Loss for the period                     -     -                           -     (99,032)          (99,032)


At 31 March 2004                  109,210     1,909,009             103,181     (99,032)          2,022,368




Continued page 30




Reserves and reconciliation of movements in shareholders' funds (note 18
continued)


                                                                      Share
                                                    Share           premium       Profit and
                                                  Capital           account     loss account             Total
                                                        #                 #                #                 #

Company

Issue of share capital                             60,130     2,132,830         -                2,192,960
Issue costs                                             -     (174,741)         -                (174,741)
Bonus issue                                        49,080     (49,080)          -                -
Retained profit for the period                          -     -                 2,811            2,811


At 31 March 2004                                  109,210     1,909,009         2,811            2,021,030




19.        Notes to the Group Cash Flow Statement


a)  Net cash outflow from operating activities                                                   Period ended
                                                                                                31 March 2004
                                                                                                            #

Operating loss                                                                                  (68,844)
Depreciation                                                                                    5,816
Amortisation of goodwill                                                                        37,288
Increase in debtors                                                                             (8,926)
Increase in creditors                                                                           229,916


Net cash inflow from operating activities                                                       195,250



b)  Financing                                                                                        31 March

                                                                                                         2004

                                                                                                            #

Cash received from issue of shares                                                              827,666
Issue and flotation costs                                                                       (174,741)
Increase in bank loans                                                                          482,768


Net cash inflow from financing                                                                  1,135,693



Continued page 31



Notes to the Group Cash Flow Statement (note 19 continued)


  c)  Analysis of changes in net funds       At 5 March      Acquired with                            31 March
                                                   2003       subsidiaries
                                                                                   Cash flow              2004
                                                   #                     #
                                                                                           #                 #

Net cash:
Cash at bank                                          -                  -     291,134           291,134


Debt:
Debt due within one year                              -     -                  (19,251)          (19,251)
Debt due after more than one year                     -          (725,000)     (463,517)         (1,188,517)


                                                      -          (725,000)     (482,768)         (1,207,768)


Net debt                                              -          (725,000)     (191,634)         (916,634)




d)  Non-cash transactions



Details of major non-cash transactions relating to acquisitions of subsidiary
undertakings are given in note 12 to the financial statements.



20.        Commitments



Capital commitments
                                                                                       Group        Company
                                                                                           #        #

Contracted but not provided                                                        1,336,899                 -



21.        Related party transactions



The Company has taken advantage of the exemption in FRS8 not to disclose
transactions with Companies within the same Group where such transactions are
fully eliminated on consolidation.



During the period management services and office costs amounting to #20,002 were
invoiced to the Group from Charter Solutions, a partnership in which J T Bargh,
a Director and shareholder, is a partner. At the balance sheet date #15,721 was
owed to Charter Solutions by the Group and is included in creditors.



During the accounting period the Group was invoiced a total of #6,246 from Bargh
Estates, a partnership of which J T Bargh, a Director and shareholder, is a
partner. The expenditure related to an agreement made with the partnership for
the provision of property management services.



At the balance sheet date M J Higginson, a Director and shareholder, owed #405
to the Group.  The maximum amount outstanding throughout the period was #405.



Continued page 32




Related party transactions (note 21 continued)



During the period the Company was invoiced a total of #4,500 (included in share
issue costs) by Acceleris Corporate Ventures Limited, in respect of management
services.  N Molyneux, a Director of the Company until his resignation on 29
July 2003, is a Director of Acceleris Corporate Ventures Limited.



During the period the Company was invoiced a total of #37,000 (included in share
issue costs) by Zeus Partners, in respect of consultancy fees. R Hughes, a
Director of the Company, is a partner of Zeus Partners.



22.        Control



There is no ultimate controlling party.







                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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